Announcement PDF RNS Number : 4761K Valereum PLC 30 June 2026 Date: 30/06/2026 FOR IMMEDIATE RELEASE (Aquis Stock Exchange: VLRM) Valereum Plc ("Valereum", "VLRM" or the "Company") Results for the twelve months ended 31 December 2025 Valereum Plc ("Valereum", "VLRM" or "the Company"), a company aiming to become the global market leader in the rapidly developing tokenised digital markets sector, is pleased to announce its audited results for the twelve months ended 31 December 2025. 2025 was a year of marked progress for Valereum, with the Group transitioning from development into commercial operations, strengthening its financial position, expanding its institutional partnerships, and securing mandates that position the Company for scalable revenue growth. Key highlights for 2025 include: ● Revenue increased to £98,318 (2024: £19,272) following the commercial launch of VLRM Markets regulated operating platform, as a licensed Digital Asset Service Provider in El Salvador. ● Strengthened liquidity through £2.1m of new equity funding, including £850,000 invested personally by senior management, demonstrating strong alignment with shareholders. ● Realisation of £2.4m from the disposal of the majority of the Group's non‑strategic listed investment in London BTC Company Ltd, at a significant premium to its current value, materially improving year‑end cash to £415,929 (2024: £19,397). ● A strengthened Board following new appointments that bring deep experience in capital markets, digital assets fintech, infrastructure and large-scale project execution, providing the leadership capacity required for the next phase of growth. ● Expanded institutional and technology partnerships integrating best‑in‑class platforms to enable accelerated time‑to‑market, reduced development risk and the focus of internal resources on regulated operations, distribution and commercial execution. ● The Group remained debt‑free throughout the year. Post year‑end, the Group: ○ completed a further £1.05m equity raise in May 2026 to support continued commercial expansion. ○ secured significant commercial engagements, providing recurring revenue and access to large‑scale issuance opportunities, including as Head of Capital Strategy on the £20bn Guatemalan Interoceanic Corridor (GIC) project, the land-based Panama Canal alternative. ○ The Group has been issued with QMTN2601001 medium term notes ("QMTN") by Quorium Global Photonics SPC ("QGP"), subsequently to be replaced by Tokens that are underpinned by mining assets with an approximate valuation of $279.5 million (subject to satisfactory verification of the underlying asset). Gary Cottle, CEO of Valereum Plc, commented: "We are pleased to report a year of meaningful operational and financial progress. The Group has now moved beyond development and into commercial execution, supported by strengthened liquidity, regulated infrastructure and growing institutional engagement. With VLRM Markets generating revenue and major mandates now underway, Valereum enters 2026 with a strong foundation for scalable growth." The Company's audited financial statements for the year ended 31 December 2025 will be available at: https://vlrm.com/reports-and-accounts For more information, and to engage directly with management, please visit our Interactive Investor Hub. For further information, please contact: Valereum Plc Karl Moss Tel: +44 7938 767319 Investor Hub Fortified Securities Guy Wheatley Tel: +44 203 4117773 Aquis Corporate Adviser Guild Financial Advisory Limited Ross Andrews E: ross.andrews@guildfin.co.uk The Directors of the Company accept responsibility for the contents of this announcement. Please visit the Company's website at www.vlrm.com For more information, and the chance to have your questions directly answered by the management team, please head to our interactive investor hub via: Investor Hub. Note This announcement may contain "forward-looking" statements and information relating to the Company. These statements are based on the beliefs of Company management, as well as assumptions made by and information currently available to Company management. The Company does not undertake to update forward‐looking statements or forward‐looking information, except as required by law. Chairman's Statement Year ended 31 December 2025 I am pleased to present the annual report for Valereum Plc and its subsidiaries for the year ended 31 December 2025. 2025 was a year of decisive progress for Valereum. We entered 2025 with a clear objective: to reposition the Group as a commercially focused, revenue generating business with the capability to operate at institutional scale. We exited the year having delivered exactly that. The foundations laid over the past two years have now translated into tangible commercial traction, accelerating revenue generation, and a strengthened strategic position in markets that are widely predicted to experience significant growth. Our regulated operating subsidiary, VLRM Markets, is now fully operational and has begun generating revenue from its digital asset services. This is a significant milestone. It demonstrates that our regulatory investment, technology partnerships and operational build out have moved beyond preparation and into monetisation. The platform is now positioned to scale, and we expect its contribution to increase as new issuers, partners and institutional clients onboard through 2026. Commercial momentum accelerated further after the reporting date. The Group significantly expanded a mandate from being a provider of tokenisation services to being head of capital strategy for the Guatemala Interoceanic Corridor - one of the largest infrastructure programmes globally. This appointment is a clear endorsement of our capability to structure, tokenise and distribute large-scale real world asset ("RWA") opportunities. It also provides recurring monthly revenue and a pipeline of substantial future issuance activity. Our technology ecosystem has expanded meaningfully. New partnerships with Injective Foundation, DigiShares, RWA.io, Defactor and Integra Foundation position Valereum at the centre of a multi-chain, institution-ready infrastructure stack. These relationships are not theoretical. They are commercially driven, designed to accelerate issuance, enhance liquidity pathways and support the distribution of tokenised assets to global markets. A key priority for the Board in 2025 was to strengthen the Group's financial position. We delivered meaningful progress: · £2.1 million of new equity funding was secured, including £850,000 of personal investment from myself and our CEO-demonstrating our conviction, alignment with shareholders and commitment to long term share price appreciation. · The Group realised £2.4 million from the disposal of its non-strategic listed investment in London BTC Company Ltd at a significant premium to its current value. · Cash at year end increased to £415,929 (2024: £19,397), and the Group remained debt free. The Group also strengthened its balance sheet through a successful £1.05 million equity raise in May 2026, supported by both institutional investors and senior management. This capital provides the runway required to execute our commercial strategy and scale revenue-generating activities. The Group continues to attract interest from strategic investors who wish to accelerate the transformation of the Group. Earlier in 2026, economic rights to a $200 million asset yielding 7.9% per annum was provided by Quorium Global Photonics SPC ("QGP"), which was subsequently replaced by a $279.5 million asset, subject to satisfactory verification. The Board has actively pursued the verification of liquidity for this asset to complete the transaction, however although QGP has repeatedly maintained that liquidity will be provided, this process is yet to be completed. During 2025, the Group made minority investments in several early-stage technology companies aligned with its tokenisation strategy. These investments provided access to enhanced technology, distribution channels and product capabilities that supported the development of our ecosystem and our ability to originate and structure high value RWA opportunities. In accordance with accounting standards and reflecting the absence of observable valuation inputs at the reporting date, the Group recognised full impairments on these early-stage investments. While the accounting treatment results in a nil carrying value, the underlying commercial partnerships with DigiShares, Fideum and Metrikus continue to contribute to our strategic goals. Where assets no longer align with our commercial priorities we have taken decisive action: the Group acted promptly to limit its exposure and protect shareholders from the investment in Blubird Global Inc. Operationally, the Board has been strengthened with new appointments that bring deep experience in capital markets, digital assets fintech, infrastructure and large-scale project execution. These additions enhance governance, provide the leadership capacity required for the next phase of growth and reflect the scale of our ambition and the calibre of partners now working alongside us. In 2026, the Group secured admission to the OTCQB Market, which is recognised as an established marketplace for companies that meet defined standards of financial reporting, governance and compliance and which enables broader accessibility for US-based institutional and retail investors. Looking ahead, our strategy is clear. We will continue to build a commercially driven, regulated digital markets business capable of originating, structuring and distributing RWA opportunities at scale. We will deepen our institutional relationships, expand our issuer base and accelerate revenue generation across our core markets. Valereum is now positioned with the regulatory footprint, partnerships, mandates and capital to execute on a much larger commercial stage. The progress made in 2025 and the momentum carried into 2026 gives the Board confidence in the Group's trajectory and its ability to deliver meaningful, sustainable value for shareholders. I would personally like to thank our shareholders, partners, regulators, and employees for their continued support. James Bannon Chairman 30 June 2026 Strategic Report Year ended 31 December 2025 Overview The year ended 31 December 2025 was a period of significant strategic development for Valereum. The Group advanced its transition from a development stage business into a regulated, revenue-generating digital markets operator with a growing pipeline of opportunities and made progress in establishing the foundations for scalable commercial operations. The Board remains focused on securing high value mandates, expanding the technology ecosystem and positioning Valereum at the centre of the rapidly expanding real world asset ("RWA") and tokenisation markets. Business Model and Strategy Valereum Plc ("the Group") operates a regulated digital markets business focused on the origination, issuance and distribution of tokenised real‑world assets ("RWAs"). The Group's strategy is built on two complementary pillars: · Tokenisation and issuance infrastructure - enabling compliant origination, issuance, secondary trading and lifecycle management of RWAs through the Group's regulated marketplace in El Salvador. · Banking‑as‑a‑Service infrastructure - providing payments, custody, settlement and treasury services to support institutional‑grade digital asset ecosystems. The Group operates a partner‑led technology model, integrating best‑in‑class platforms to accelerate time‑to‑market, reduce development risk and focus internal resources on regulated operations, distribution and commercial execution. The Board's strategic priority is to position Valereum as a commercially driven, multi‑chain, regulated digital markets operator capable of originating and distributing large‑scale RWA opportunities at institutional scale. Operational Review 2025 marked a transition from development to commercialisation: · VLRM Markets S.A. de C.V., the Group's licensed Digital Asset Service Provider in El Salvador, became fully operational and began generating revenue, marking a key milestone in the execution of Valereum's strategy. The issuer pipeline expanded materially, with early 2026 seeing the first conversions into commercial mandates. This marks a significant inflection point. The platform is no longer a development asset - it is a functioning commercial business with the regulatory permissions, infrastructure and partnerships required to scale. · The Group transitioned to a partnership-led operating model, integrating best in class platforms to accelerate time to market and reduce development cost and risk. This approach has enabled the Group to focus resources on regulated infrastructure, distribution and commercial execution rather than capital intensive in-house development. The Group strengthened its technology ecosystem through partnerships with Injective Foundation, DigiShares, RWA.io, Defactor and Integra Foundation, supporting multi‑chain issuance and institutional distribution. · The Board was refreshed in July 2025 and further strengthened in early 2026. These appointments bring deep expertise across capital markets, fintech, mining, infrastructure and regulatory strategy, supporting the Group's ambition to operate at institutional scale. These additions enhance governance and provide the leadership capacity required for the next phase of growth. These developments collectively represent a significant inflection point: the platform is now a functioning commercial business with the regulatory permissions, infrastructure and partnerships required to scale. Financial Review The Group generated revenues of £98,318 (2024: £19,272) following the launch of its regulated marketplace. Operating losses increased to £2.6 million (2024: £1.7 million), reflecting investment in platform development, regulatory operations and strategic partnerships. Liquidity improved significantly through: · £2.1 million of new equity funding, including £850,000 from the Chairman and CEO. · £2.4 million realised from the disposal of the majority of the Group's non‑strategic listed investment in London BTC Company Ltd. · Year‑end cash of £415,929 (2024: £19,397). · A further £1.05 million equity raise completed in May 2026. The Group remained debt‑free throughout the year. During the year, the Group made minority investments in four early-stage technology companies aligned with its tokenisation strategy. In accordance with IFRS 9 and IFRS 13 and reflecting the absence of observable valuation inputs at the reporting date, the Group recognised full impairments on these investments. While the accounting treatment results in a nil carrying value, the underlying commercial partnerships with DigiShares Inc, Fideum Group Limited and Metrikus Software Limited continue to support the Group's broader ecosystem strategy, providing access to technology, distribution channels and product capabilities that complement the Group's regulated marketplace multi-chain roadmap. The impairments reflect Valereum's disciplined application of IFRS fair‑value principles and a prudent approach to capital allocation during a period of limited financial disclosure from early‑stage counterparties. After it became clear that Blubird Global Inc was no longer aligned with the group's commercial priorities, the Group acted promptly to limit its exposure and protect shareholders from the investment in Blubird Global Inc. Further details are provided in Note 13. Market Opportunity The global tokenisation market is entering a phase of rapid institutional adoption. Major financial institutions, sovereign entities and infrastructure operators are now actively exploring tokenised capital markets solutions. Valereum is strategically positioned to capture this demand through a regulated operating platform, a multi-chain technology ecosystem, institutional scale mandates, a growing issuer pipeline and a clear commercial model. The Board believes the Group is now operating in one of the most compelling growth markets in global finance. Principal Risks and Uncertainties The Directors continuously monitor and assess the principal risks and uncertainties that could impact the Group's operations, financial performance, and strategic ambitions. The key areas identified are as follows: ● Regulatory Landscape: The evolving nature of regulation within the digital asset and tokenisation space, across multiple jurisdictions, presents a level of uncertainty. While the Group has achieved significant regulatory milestones (including the DASP license in El Salvador), and a number of regulators have indicated their intentions to provide much greater clarity in the sector, future changes in global or local regulation could impact operational models or timelines. The Group mitigates this risk through active engagement with regulators, adherence to applicable standards and the use of regulated partners where appropriate. ● Funding and Liquidity Risk: The Group is reliant on continued access to capital to support its scale-up plans. While further significant funding was secured during 2025, including £2.1 million equity funding, there remains a risk that future funding may be delayed or unavailable, particularly in volatile market conditions. The Group mitigates this risk through prudent cost management, staged investment, and maintaining an active dialogue with existing and prospective investors. Principal Risks and Uncertainties ● Platform Development and Operational Risk: The successful expansion of Valereum's RWA platform in El Salvador, are important, but not critical - to future growth plans. Risks include delays in implementing new features, security breaches, or failure to achieve market traction in the expected timeframes. The Group mitigates this risk through partner led development, rigorous testing and ongoing investment in security and infrastructure. ● Partner and Strategic Dependency Risk: The Group's strategy relies on third party partners for technology, distribution, regulatory infrastructure and product capabilities. Underperformance, delays or changes in partner priorities may affect the Group's ability to deliver its roadmap. The Group mitigates this risk through diversified partnerships, contractual protections and ongoing performance monitoring. ● Macroeconomic and Crypto Market Volatility: As a business operating at the intersection of traditional and digital finance, Valereum is exposed to fluctuations in crypto markets, investor confidence, and broader macroeconomic uncertainty, which could affect asset valuations and investor behaviour. The Group mitigates this risk through diversification of revenue streams and a focus on regulated, institutional grade infrastructure. ● Cybersecurity and Data Protection Risk: As a digital infrastructure provider, the Group is exposed to cybersecurity threats, data breaches and operational disruptions. A significant incident could affect platform availability, regulatory compliance or stakeholder confidence. The Group mitigates this risk through robust security protocols, partner due diligence and ongoing monitoring. ● Human Capital and Recruitment Risk: The Group's success depends on attracting and retaining individuals with specialist expertise in regulated markets, technology and digital assets. Competition for talent in these areas is high. The Group mitigates this risk through competitive remuneration structures, share-based incentives and a focus on culture and governance. Outlook The Group enters 2026 with: · A revenue‑generating regulated operating platform · Major mandates in infrastructure and mining tokenisation · A growing commercial pipeline · A strengthened Board · Expanded institutional and technology partnerships · Improved liquidity following the May 2026 fundraise The momentum carried into 2026 provides a strong foundation for commercial expansion. The Board believes the Group is now positioned to operate at a significantly larger commercial scale. The focus for 2026 is on scaling revenue from VLRM Markets, executing major mandates, expanding distribution channels and deepening the Group's presence in the RWA and infrastructure tokenisation markets. The Directors remain confident in the Group's trajectory and its ability to deliver meaningful, sustainable long‑term value for shareholders. Directors' Report Year ended 31 December 2025 The Directors present their report together with audited consolidated financial statements of Valereum Plc ("VLRM" or "the Company") and its subsidiaries (together with the Company, "the Group") for the year ended 31 December 2025. Principal Activities The Group's principal activity during the year was the development and operation of regulated digital markets infrastructure. The Group focuses on two complementary areas: · Tokenisation and issuance infrastructure - supporting the compliant origination, issuance, distribution and secondary trading of real world assets ("RWAs"). · Banking as a Service (BaaS) - providing payments, custody, settlement and treasury infrastructure to support digital asset ecosystems. These activities are delivered through VLRM Markets S.A. de C.V., the Group's licensed Digital Asset Service Provider ("DASP") in El Salvador, and through a network of strategic technology partners. Results The Group's results for the year are shown in the Consolidated Statement of Total Comprehensive Income on page 24. The Group recorded a loss for the year of £7.02 million (2024: profit of £3,222), reflecting investment in platform development, regulatory operations and strategic partnerships. The Directors do not recommend the payment of a dividend (2024: £nil). The loss for the year has been transferred to reserves. Business review A full review of the Group's strategy, business model, operational performance, market environment and outlook is provided in the Strategic Report. Financial Review A summary of the Group's financial performance is set out below. Further analysis is provided in the Strategic Report The Group generated revenues of £98,318 (2024: £19,272), reflecting the early stages of commercial activity following the launch of VLRM Markets. Operating losses increased to £2.6 million (2024: £1.7 million), reflecting higher expenditure associated with platform development, regulatory operations and the establishment of strategic partnerships. These costs represent the Group's transition from development into regulated operations and were incurred ahead of expected revenue growth. The Group strengthened its liquidity position through: · £2.1 million of new equity funding, including £850,000 of personal investment from the Chairman and CEO; · £2.4 million realised from the disposal of the majority of the Group's non-strategic listed investment in London BTC Company Ltd; and · An improved year end cash balance of £415,929 (2024: £19,397). The Group remained debt free throughout the year. Principal Risks and Uncertainties The principal risks and uncertainties affecting the Group are summarised below. A fuller discussion of risk factors and mitigations is included in the Strategic Report. The Group's principal risks include: · Regulatory change across multiple jurisdictions. · Funding and liquidity risk given the Group's scale‑up strategy. · Platform development and operational risk, including security, feature deployment and market adoption. · Partner dependency risk arising from the Group's partner‑led technology model. · Macroeconomic and crypto‑market volatility, affecting investor sentiment and asset valuations. · Cybersecurity and data protection risk inherent in digital infrastructure operations. · Human capital risk, reflecting competition for specialist talent. Mitigations include regulatory engagement, diversified partnerships, prudent cost management, staged investment and robust security protocols. Regulatory Developments Please refer to the Chairman's Statement on page 5. Corporate Governance The Group applies the QCA Corporate Governance Code on a voluntary "comply or explain" basis. The Board is responsible for establishing high standards of governance and ensuring effective oversight of the Group's strategy, risk management and financial reporting. Board Committees Audit Committee - Comprised of James Bannon, Matthew Farnum Schneider and Simon Brickles (Chair). Responsible for monitoring the integrity of the financial statements and overseeing the relationship with the external auditor. Nominations Committee - Comprised of James Bannon (Chair), Simon Brickles and Matthew Farnum Schneider. Responsible for Board composition, succession planning and director appointments. Remuneration Committee - Comprised of Matthew Farnum Schneider (Chair), James Bannon and Simon Brickles. Responsible for reviewing and setting remuneration policy for Directors. Further details of the Group's governance arrangements and QCA compliance are set out in the QCA Compliance Table below. QCA Principle Status Application 1. Strategy & Business Model Comply Strategy and business model set out in the Strategic Report, focused on regulated digital markets, tokenisation and BaaS. 2. Shareholder Needs & Expectations Comply Regular engagement through RNS updates, investor presentations. 3. Stakeholder Responsibilities Comply Active engagement with regulators, partners, issuers and employees; DASP regulatory obligations embedded in operations. 4. Risk Management Comply Board monitors regulatory, liquidity, operational, partner and cybersecurity risks; mitigations detailed in the Strategic Report. 5. Board Composition & Functioning Comply Board refreshed in 2025-2026; balanced mix of executive and non‑executive directors with relevant sector expertise. 6. Director Skills & Capabilities Comply Board possesses deep experience in regulated markets, digital assets, capital strategy and governance; nominations committee oversees skills and succession. QCA Principle Status Application 7. Board Evaluation Comply During 2025 and early 2026, the Board undertook an assessment of its composition and effectiveness, resulting in a significant refresh of both executive and non‑executive membership and the reconstitution of Board committees. These changes reflect the Board's evaluation of the skills and governance structures required for the next phase of the Group's development. A formal structured evaluation will be undertaken once the newly constituted Board has operated for a full cycle. 8. Corporate Culture Comply Culture emphasises regulatory compliance, commercial discipline, transparency and partnership led execution. 9. Governance Structures Comply Audit, Remuneration and Nominations Committees in place, each chaired by an experienced non executive director. 10. Governance Communication Comply Transparent reporting through annual report, RNS announcements and website disclosures; governance arrangements clearly described. Financial risk management policies Note 18 sets out the Group's financial risk management policies for its exposure to various risks. Post balance sheet events Post balance sheet events are disclosed in note 23. Directors The Directors who served during the year and their remuneration were as follows: Remuneration £ James Bannon 132,497 Peter Sekhon 54,166 Nicholas Cowan 70,000 Simon Brickles 47,429 Gary Cottle 90,834 Karl Moss Grant Gischen 52,083 - Matthew Ripperger - 447,009 In 2025, the directors claimed expenses they had incurred on behalf of the Group of £14,131 (2024: £42,391). The Directors have the following interests in the issued share capital of the Group: Number of ordinary shares James Bannon 96,785,343 Gary Cottle 20,951,613 Going Concern The Directors have assessed the Group's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. This assessment considered the Group's financial position at 31 December 2025, its liquidity resources, cash flow forecasts, available funding options and the principal risks and uncertainties facing the business. During 2025, the Group strengthened its liquidity position through raising £2.1 million of new equity funding and the realisation of £2.4 million from the disposal of its non‑strategic listed investment in London BTC Company Ltd. As a result, the Group's cash position improved materially to £415,929 at 31 December 2025 (2024: £19,397). The Group also commenced revenue generation during the year, raised a further £1.05m in May 2026 and has materially reduced its operating cost base since 2025. Although the Group recorded loss before tax of £7.02 million for the year (2024: profit of £3,222), the Directors note that the FY25 loss was significantly impacted by non‑recurring, non‑cash charges, including a £4 million unrealised fair value loss on Vinanz shares, a £2.3 million impairment of other investments and amortisation of £0.3 million of in-process development costs acquired in 2024. These items do not reflect the Group's underlying trading performance or expected future cost base. The Directors also note that the financial position at 31 December 2025 was affected by significant creditor balances which are not expected to crystallise. In January 2026, the Group was issued with QMTN 2601001 medium term notes by Quorium Global Photonics SPC ("QGP"), subsequently to be replaced by tokens that are underpinned by mining assets with an approximate valuation of $279.5 million (subject to satisfactory verification of the underlying asset) providing a scheduled release of US$13.975 million per quarter. While the Directors have been actively pursuing the verification and monetisation of these assets, there can be no assurance as to the outcome or timing of these processes. As verification remains outstanding, the Directors have not assumed